CM-11-07-153ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Item Caption:
City Manager Approval Summary Sheet
Consider executing a Fiber Optic Cable Agreement with TW Telecom LLC for the
Southwest Downtown Infrastructure Improvement - Main Street Project.
Approval Date:
July 29, 2011
Department:
Transportation
Project Manager:
Todd Keltgen
PUBLIC WORKS OPERATIONS MANAGER
Item Summary:
As part of the relocation of the dry utility infrastructure for the Southwest Downtown Infrastructure Main
Street Project, the relocation of Time Warner Telecom's dry utilities will be required. This agreement
covers costs associated with sending a Time Warner Telecom Field Engineer to record actual footages
between poles or placement of conduit, stake placement of Time Warner Telecom poles, and completion
and submission of any required permits. Also included is the cost to draft base information into the CAD
system and design coax/fiber cable network into a design program. Materials, hardware and Time Warner
Telecom labor also make up a portion of the total cost.
Strategic Plan Relevance:
26.0 Construct major elements of the transportation and mobility systems as approved by council in the master
transportation plan.
Cost: $5,022.50
Source of Funds: 4B -Round Rock Transportation Corporation -Construction
telecom
FIBER OPTIC CABLE RELOCATION AGREEMENT
The Fiber 0 tic Cable Relocation Agreement ("Agreement") is made, entered into, and effective
this day of , 2011, by and between Round Rock, Texas ("REQUESTING PARTY"), a
Municipality, and a politica subdivision of the State of Texas, having a mailing address of 221 E. Main,
Round Rock, TX 78664, and tw telecom of texas llc, ("tw telecom" or "TWTC"), a Delaware limited
liability company, having a mailing address of 10475 Park Meadows Drive, Littleton, CO 80124.
Recitals
A. REQUESTING PARTY has implemented a street improvement project in the City of Round
Rock, TX, which requires the relocating and undergrounding of aerial fiber located within the public rights-
of-way along North San Saba and Main. This relocation project shall be referred to as the "Relocation
Proj ect".
B. The fiber optic cables of tw telecom ("Fiber Optic Cables") currently located in the area of the
Relocation Project need to be relocated from aerial to underground, as reflected on Exhibit A attached
hereto and incorporated herein.
C. In order to perform the Relocation Project in a timely manner, REQUESTING PARTY has agreed
to pay all the costs and expenses for the Relocation Project, including the relocation of the Fiber Optic
Cables.
Now, therefore, in consideration of the mutual promises and covenants contained herein, the
parties agree as follows:
1. REQUESTING PARTY agrees to bear all direct and indirect costs incurred by tw telecom
relating to the relocation of the Fiber Optic Cables in connection with the Relocation Project,
including, but not limited to, removal of fiber optic cable, replacement of fiber optic cable,
underground conduit, labor, project management, inspection, materials, permit and license
fees, construction, repair of damages, administrative overhead, taxes, travel expense, legal
fees and other related out-of-pocket expenses (collectively "Fiber Optic Cable Relocation").
REQUESTING PARTY waives any and all delay damage claims, except if caused solely by
the gross negligence or willful misconduct of tw telecom.
2. The total cost of the Fiber Optic Cable Relocation is estimated to be a maximum of Five
Thousand Twenty Two and 50/100 Dollars ($5,022.50), as detailed in Exhibit B attached
hereto and incorporated herein. REQUESTING PARTY agrees to submit payment equal to
100% of the estimated costs in the amount of $5,022.50 ("Advance Payment") as stated
herein within ten (10) days of the date of the invoice sent by TWTC to REQUESTING
PARTY. Full execution of this Agreement and receipt of Advanced Payment by tw telecom
are required prior to the commencement of any work. tw telecom shall provide written
notice to REQUESTING PARTY if tw telecom becomes aware that actual costs will exceed
the estimated total cost. In the event the actual costs exceed the estimated total cost,
REQUESTING PARTY agrees to pay the excess within ten (10) days of the date of the
invoice sent by TWTC to REQUESTING PARTY, except as provided in Section 4 below.
Failure to pay the excess within the time herein provided shall entitle TWTC to cease the
work hereunder until payment is received.
3. Payment shall be made payable to and delivered by overnight mail to:
tw telecom of texas llc
PO Box 172567
Denver, CO 80217-2567
The check shall contain the following reference: PA# 1100001477. Without this reference on
the check the construction start date may be delayed.
C.N\- t.1-67- 16-3
4. Any design changes by REQUESTING PARTY, or other conditions whether or not they
could have been reasonably anticipated by REQUESTING PARTY or tw telecom at the time
of this Agreement, that result in an increase in tw telecom's estimate of cost or time shall be
paid for by the REQUESTING PARTY and carried out under this paragraph 4. tw telecom
will request such additional funding and/or additional time through a request for approval of a
written change order. All change orders will be in writing and must be accepted by both
parties and any additional payments shall be made by REQUESTING PARTY to tw telecom
before tw telecom proceeds to execute the work or, if work has been initiated, to continue
executing the work, except in an emergency situation endangering life or property. Under no
circumstances will tw telecom's request for a change order, or the issuance of a change order,
be deemed or used by REQUESTING PARTY as evidence of tw telecom's delay or alleged
delay in the Relocation Project.
5. tw telecom agrees to commence, and thereafter diligently complete, the Fiber Optic Cable
Relocation within forty-five (45) days of: (i) this Agreement fully executed (ii) receipt of
100% Advance Payment from REQUESTING PARTY and (iii) receipt of all permits,
licenses, or other authorizations from applicable governmental agencies or private parties
required in connection with the Fiber Optic Cable Relocation.
6. Written notice shall be given to tw telecom by REQUESTING PARTY at least forty-eight
(48) hours, excluding Saturday, Sunday and legal holidays, in advance of commencement of
any work by REQUESTING PARTY or its contractors in the immediate area of tw telecom's
work; provided however, that REQUESTING PARTY shall not work within ten feet (10') of
either side of the tw telecom facilities until the Fiber Optic Cable Relocation is completed.
Said notice shall be given to those individuals listed on Exhibit C attached hereto and
incorporated herein.
7. In the event of an emergency, REQUESTING PARTY shall provide telephonic notice to tw
telecom at 800-829-0420 immediately upon REQUESTING PARTY's knowledge of such
emergency.
8. The obligations of tw telecom are subject to force majeure and tw telecom shall not be in
default in this Agreement if any failure or delay in performance is caused by strike or other
labor problems, accidents; acts of God, fire, flood, adverse weather conditions, materials or
facility shortages or unavailability, lack of transportation, the imposition of any governmental
codes, ordinances, laws, rules, regulations or restrictions, including, without limitation, the
necessity of obtaining permits or environmental assessments or environmental approvals,
condemnation or the exercise of rights of eminent domain, war or civil disorder, or any other
cause beyond the reasonable control of tw telecom.
9. This Agreement supersedes all previous oral and/or written agreements or understandings by
and between tw telecom and REQUESTING PARTY pertaining to the Fiber Optic Cable
Relocation and /or the Relocation Project. Any modification to this Agreement must be made
in writing and signed by both parties.
10. This Agreement may be executed by the parties in separate counterparts, each of which shall
be deemed to be an original copy, but all of which, together, shall constitute only one
agreement.
11. Each party warrants that it has the full right and authority to enter into this Agreement. All
necessary approvals and authority to enter into this Agreement have been obtained and the
person executing this Agreement on behalf of each party hereto has the express authority to
do so, and in doing so, to bind such party hereto.
12. Notices given by one party to the other party under this Agreement shall be in writing and
shall be (a) delivered personally, (b) delivered by nationally recognized overnight delivery
service, or (c) mailed by, certified US mail postage prepaid, return receipt requested to the
following addresses of the parties or to such other address as either party shall designate by
proper notice:
If to tw telecom:
Tina Davis
Sr. Vice President and Deputy General Counsel
tw telecom inc.
10475 Park Meadows Drive
Littleton, CO 80124
Tel.: (303) 566-1279
With a copy to:
Victor Gonzalez
Director of Operations
9229 Waterford Centre Blvd, Suite 100
Austin, TX 78758
Tel.: (512) 485-6394
If to REQUESTING PARTY:
City of Round Rock, Texas
Attn: Alan McGraw Mayor
221 E. Main
Round Rock, TX. 78664
Tel.:512-218-5400
With a copy to:
Todd Keltgen PW Operations Manager
910 Luther Peterson Place
Round Rock, Texas 78664
Tel.:512-218-5583
Notices will be deemed given as of the date of actual receipt or refusal to accept, as
evidenced by the date set forth on the return receipt, confirmation, or other written
delivery verification.
IN WITNESS HEREOF, the parties have executed this Agreement as of the day and year first written
above. Agreeing to be bound by its terms, tw telecom and REQUESTING PARTY have caused this
Agreement to be executed by their respective duly authorized representatives in the dates written below.
tw telecom of texas llc
a Delaware limited liability company
By: tw telecom holdings inc.,
its sole member
By: Z
Z/7
Printed Name: 1490 ti GONZA Lei
Title: Dâ–º!f'fc . OF Opt'124%T40Nt
Date: 7/1512P/ i
REQUESTING PARTY:
City of Round Rock, TX
a Muni * ; y of the Stat of Texas
B
Printed Name:6te2,Cle
Title: c../f ,4 ,
J
Date: 0 7/& //
Relocate east entry to RR LSO from aerial
to underground.
Exhibit A
Description of Relocation Work
Scope of Work (SOW)
Install 900' new aerial over lash 800' of
aerial. Pull in 500' of fiber into new
conduit provided by the City of Round
Rock. Splice 12 count in two locations.
Exhibit B
Detail of Estimated Cost
Aerial Labor $1349.50
Underground Labor $840.00
Fiber Splicing $1500.00
Materials $1333.00
Total $5022.50
Exhibit C
tw telecom and REQUESTING PARTY Contact Lists and Information
Name
Company Name
Title
Phone Number
Todd Keltgen
City of Round Rock
City OPS Manager
512-218-5583
Victor Gonzalez
tw telecom
Director of
Operations
512-485-6394